Exhibit 4.30


 


EXECUTION COPY


 


Date:  25 February 2004


 


 


AMARIN CORPORATION PLC.


 


AND


 


ELAN CORPORATION, PLC.


 


As Trustee


 


 


DEBENTURE AMENDMENT AGREEMENT NO. 2


 


 


Debenture, 4 August 2003


Debenture Amendment Agreement, 23
December 2003


 

















 


INDEX


 


	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  AMENDMENTS
  TO CHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  REPRESENTATIONS,
  WARRANTIES AND CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  MISCELLANEOUS

  	
   

  



 

















 


THIS DEED is executed and
delivered the 25 February 2004


 


BETWEEN:


 


(1)                               AMARIN CORPORATION PLC, a company incorporated in
England and Wales (registered no. 002353920), whose registered office is 7
Curzon Street, London, W1J 5HG, England (“the Company”)


 


(2)                               ELAN CORPORATION, PLC., a public limited
company incorporated in the Republic of Ireland, whose registered office is at
Lincoln House, Lincoln Place, Dublin 2, Ireland, as trustee for the Secured
Parties (“Elan”)


 


RECITALS:


 


(A)                            Elan and the Company are
parties to the Charge, as defined below.


 


(B)                              The Company effected the
Swedish Sale (as defined in the Amended and Restated Master Agreement) and duly
paid 90% of the Net Proceeds thereof received to 11 February 2004 into the
Proceeds Account, which were then paid to Elan in accordance with the Amended
and Restated Master Agreement.


 


(C)                              Immediately prior to the
execution of this Amendment No. 2, the Company has effected the sale of
substantially all of its United States business pursuant to the Valeant
Agreement (defined in the Charge as amended by this Amendment No. 2).  Such sale included, inter alia, the Primary Care
Portfolio, such of the Intellectual Property as related thereto and to the
products Permax and Zelapar and the Shares in Amarin Pharmaceuticals,
Inc..  The said transaction took place
with Elan’s consent, subject to the execution and due performance of a
Settlement Agreement and certain related documents between Elan, certain of the
Secured Parties and the Company, as Elan and the Company hereby acknowledge.
Elan has executed a deed of Partial Release in respect of the assets the
subject of such sale.


 


(D)                             The parties have agreed to
restructure their relationship on the terms set out in the Settlement Agreement
and certain related documents, and in this Charge Amendment No. 2.


 


NOW
IT IS AGREED in
consideration of the mutual promises and undertakings set out herein as
follows:


 


1.                                      DEFINITIONS AND
INTERPRETATION


 


1.1.                                   Definitions:


 


In this
Charge Amendment No. 2:


 


“Amendment No. 2 Date” shall mean 25
February 2004.


 


1

















 


“Charge” shall mean the debenture, being a
fixed and floating charge over the entire assets and business of Amarin, in
favour of Elan as trustee for the Secured Parties (as defined therein), dated 4
August 2003 as amended by the debenture amendment agreement dated 23
December 2003.


 


“this Charge Amendment No. 2” shall mean
this debenture amendment agreement no. 2 and shall include the Recitals
and Schedules hereto.


 


“Loan Agreement” shall have the same meaning
as in the Amended and Restated Master Agreement.


 


“Transaction Documents” shall mean together:


 


(a)                                this Charge Amendment No. 2;


 


(b)                               the Settlement Agreement and the Loan
Instrument, as each of those terms is defined in the Charge as amended by this
Charge Amendment No. 2;


 


(c)                                that certain instrument relating to the
issue of a warrant entitling the holder to subscribe for 500,000 ordinary
shares in the capital of the Company, entered into by deed poll on 25
February 2004;


 


(d)                               those certain assignment and assumption agreements
relating to Zelapar between Elan Pharma International Limited and the Company,
and between those parties and Valeant Pharmaceuticals International (“Valeant”)
as of the date of this Charge Amendment No. 2; and


 


(e)                                that certain assignment and assumption
agreement relating to Permax between Elan Pharmaceuticals, Inc., the Company
and Valeant as of the date of this Charge Amendment No. 2.


 


1.2.                                   Other Defined Terms and
Interpretation:


 


Except
as expressly set out in this Amendment Agreement:


 


1.2.1                           all defined terms shall have
the same meaning as in the Charge;


 


1.2.2                           references to clause or
section numbers shall be to those of the Charge; and


 


1.2.3                           this Charge Amendment No. 2
shall otherwise be interpreted in the same manner as the Charge.


 


2.                                      AMENDMENTS TO CHARGE


 


The
Charge is hereby amended with effect from the Amendment No. 2 Date, as follows:


 


2.1.                                   In Clause 1, the following
definitions are inserted:


 


2

















 


“Amendment No. 2 Date” shall mean 25 February 2004.


 


“Noteholders” shall have the same meaning as
in the Loan Instrument.


 


“Notes” shall have the same meaning as in
the Loan Instrument.


 


“Loan Instrument” shall mean that certain
instrument constituting up to $5,000,000 8% Secured Loan Notes 2009 entered
into by way of deed poll by the Company on 25 February 2004.


 


“Settlement Agreement” shall mean that
certain settlement agreement between the Company, Elan and certain of the
secured parties dated as of the Amendment No. 2 Date.


 


“Valeant Agreement” shall mean that certain
asset purchase agreement by and between Valeant Pharmaceuticals International
the Company and Amarin Pharmaceuticals Company Limited dated 11
February 2004, as may be amended from time to time (without prejudice to
Clause 7.3).


 


“Zelapar Approval Milestone” shall mean the
payment payable by Valeant Pharmaceuticals International to the Company in
respect of the FDA’s approval of the NDA of the drug Zelapar pursuant to the
Valeant Agreement.


 


“Zelapar Completion Milestone” shall mean payment
payable by Valeant Pharmaceuticals International to the Company in respect of
Successful Completion (as defined in the Valeant Agreement).


 


“Zelapar Elan Milestone” shall mean the sum
of US$1,000,000 payable by the Company to Elan Pharma International Limited
upon Successful Completion pursuant to Clause 6.1 of the Settlement Agreement.


 


2.2.                                   At the end of the definition
of “Secured Parties”, the following words are added:


 


“including for the avoidance of doubt any
lawful holder of any of the Notes”


 


2.3.                                   At the beginning of Clause
1.2, the following words are added:


 


“Subject to Clause 23...”


 


2.4.                                   The word “and” is moved from
the end of Clause 2.1.1 to the end of Clause 2.1.2.


 


2.5.                                   The following new Clause 2.1.3
is added:


 


“2.1.3                                                      liabilities under the Loan
Instrument and/or the Notes”


 


2.6.                                   The following new Clause 3.1.9
is added:


 


3

















 


“3.1.9                                                      the entire right and benefit
of the Valeant Agreement, including the Zelapar Completion Milestone and the
Zelapar Approval Milestone, but excluding (i) any amounts payable up to and
including the Amendment No. 2 Date and (ii) the API Adjustment Amount (if
payable to the Company) as defined in the Valeant Agreement.”


 


2.7.                                   In Clause 7.2, the words “...
except as permitted pursuant to this Clause 7 ...” are deleted.  Clause 7.3 is deleted and replaced by the
following.


 


“7.3                                                                 Valeant Agreement


 


The Company undertakes that neither it nor
Amarin Pharmaceuticals Company Limited shall, during the subsistence of this
Debenture without the prior written consent of Elan:


 


7.3.1                                                            assign, release, compromise,
discharge or otherwise dispose of or relinquish any of its rights under the
Valeant Agreement; or


 


7.3.2                                                            amend or agree to amend the
Valeant Agreement in such manner that its rights (including its rights after
giving effect to any available set-off) may be adversely affected thereby in
any material respect.”


 


2.8.                                   Clause 9.4 is deleted and
replaced by the following:


 


“9.4                                                               Undertakings re: Proceeds Account


 


9.4.1                                                            Subject to Clause 9.4.2, the
Company hereby undertakes to pay into the Proceeds Account all payments
received under the Valeant Agreement, excluding:


 


9.4.1.1                    any amounts payable up to and including the
Amendment No. 2 Date;


 


9.4.1.2                    the API Adjustment Amount (if payable to
the Company) as defined in the Valeant Agreement; and


 


9.4.1.3                    US$2 million of the Zelapar Completion
Milestone.


 


9.4.2                                                            The Company shall not be
obliged to pay into the Proceeds Account a total more than the aggregate of (a)
the Zelapar Elan Milestone and (b) the amount which would be due under the Loan
Instrument if, under its terms, repayment were demanded under Clause 6.4
thereof by all the Noteholders, including principal, and accrued interest.


 


4

















 


9.4.3                                                            If:


 


(a)                                  the Company has paid the
Zelapar Elan Milestone; and


 


(b)                                 either the Notes have been
repaid or redeemed in full in accordance with the Loan Instrument; or:


 


(i)                      the Zelapar Approval Milestone has been paid into the
Proceeds Account; and


 


(ii)                   the Company has duly given notice to the Noteholders
of their right to repayment under Clause 6.4 of the Loan Instrument; and


 


(iii)                the Company has duly made such repayment of the Notes
to those of the Noteholders who have required the Company to do so; and


 


(iv)               the time for the remaining Noteholders to require
repayment of their Notes has expired; and


 


(v)                  the remaining Noteholders are not then otherwise
entitled to require repayment of their Notes.


 


(c)                                  no other Secured Obligations
are then due or known–


 


(the
concurrence of (a), (b) and (c) the “Releasing Circumstances”)


 


the Company
may pay the balance of the Proceeds Account into an Account.”


 


2.9.                                   At the beginning of Clause
9.5, the following words are added:


 


“Subject to Clause 9.4.3...”


 


2.10.                             The second sentence of Clause
9.5 (“Elan hereby authorises ...”) is deleted and replaced by the following:


 


“Elan hereby authorises the Company to
transfer funds from the Proceeds Account to fulfil the obligations set out in
Clause [6.1] of the Settlement Agreement and/or the obligations set out in
Clause [6] of the Loan Instrument and/or to discharge any other Secured
Obligations.”


 


2.11.                             Clauses 21.1.2 and 21.1.3 are
deleted and replaced by the following:


 


“21.1.2  Upon:


 


5

















 


(a)                                the Zelapar Elan Milestone being paid; and


 


(b)                               the Company representing and warranting to
Elan by deed that to the best of its knowledge and belief, having made diligent
enquiry, it is not in material breach of (i) the Loan Instrument; or (ii) the
Valeant Agreement, nor has any event described in Clause 4.2 occurred;


 


then (i) the security that is constituted
by this Debenture shall thereafter apply only to the entire right and benefit
of the Valeant Agreement, including the Zelapar Approval Milestone, but
excluding any amounts payable up to and including the Amendment No. 2 Date, and
Elan will, at the written request of the Company, amend the registration of
this Debenture at Companies House by filing a Form 403 recording the partial
discharge and (ii) Clauses 8 (Shares and Investments), 10 (Monetary Claims)
(save to the extent that Monetary Claims arise under the Valeant Agreement) and
11 (Insurances) of this Debenture shall forthwith cease to have any effect.


 


For the purposes of this Clause 21.1.2
only, a “material” breach is one which, if unremedied, may permit the holders
of the Notes to declare the Notes due and payable, or permit non-payment or the
delay in payment of the Zelapar Approval Milestone pursuant to the Valeant
Agreement.


 


21.1.3        Upon:


 


(a)                                the occurrence of the Releasing
Circumstances; and


 


(b)                               either (i) the Company representing and
warranting to Elan by deed that to the best of its knowledge and belief, having
made diligent enquiry, there is no matter outstanding in respect of which Elan
may have liability under Clause 3(A) of the Lilly Agreement; or (ii) the
date in question being on or after 30 April 2005 –


 


Elan shall, at the request and cost of the
Company, release and cancel the security constituted by this Debenture and procure
the reassignment to the Company of the property and assets assigned to Elan
pursuant to this Debenture, in each case subject to Clause 21.2 (Avoidance of
Payments) and without recourse to, or any representation or warranty
by, Elan or any of its nominees.”


 


3.                                      REPRESENTATIONS, WARRANTIES AND CERTIFICATE


 


3.1.                                   the Company represents and
warrants to Elan that:


 


3.1.1                           it has the right, power,
capacity and authority and has taken all action necessary to authorise it to
execute and deliver and to exercise its rights and perform its obligations
under the Transaction Documents, and its obligations under the


 


6

















 


Transaction
Documents are valid, legally binding and enforceable according to their terms,
including obtaining all necessary approvals and consents from its shareholders
and any third parties;


 


3.1.2                           there are no agreements
between the Company and any third party that conflict with the Transaction
Documents;


 


3.1.3                           it does not require any
further consents or approvals to consummate the transaction contemplated by the
Transaction Documents including:


 


3.1.3.1                           approval of its shareholders;
or


 


3.1.3.2                           approval of NASDAQ;


 


3.1.4                           as of the date hereof, neither
Amarin nor any of its Affiliates has any indebtedness, secured or unsecured,
outstanding to any third party other than Permitted Indebtedness (as defined in
the Loan Agreement);


 


3.1.5                           as of the date hereof:


 


3.1.5.1                           Amarin is not in breach of any
agreement between itself on the one hand and any Secured Party; and


 


3.1.5.2                           no Event of Default has
occurred as defined in the Loan Agreement;


 


3.1.6                           Amarin is able to pay its
debts as they fall due and no Insolvency Event, as defined in the Amended and
Restated Master Agreement, has occurred.


 


3.1.7                           Amarin is not, to its best
knowledge, having made diligent enquiry, in breach of any obligation under the
Lilly Agreement.


 


4.                                      MISCELLANEOUS


 


The
following provisions of the Charge shall apply to this Charge Amendment No. 2 mutatis
mutandis: Clauses 20.2, 20.3, 20.4, 20.6, 23, 24, 25, and 28.


 


 


THIS DEBENTURE AMENDMENT
AGREEMENT
NO. 2 has
been signed on behalf of Elan and executed as a deed by the Company and is
delivered by it on the date specified above.


 


7

















 


[Signature Pages: Charge Amendment No. 2]


 


	
  EXECUTED and delivered as a Deed by:

  	
  )

  
	
  AMARIN CORPORATION, PLC.

  	
  )

  
	
   

  	
  )

  
	
  acting by:

  	
  Director

  	
   

  	
  )

  
	
   

  	
   

  	
   

  	
  )

  
	
   

  	
  Director / Secretary

  	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED for and on behalf of

  	
   

  
	
  ELAN CORPORATION, PLC.

  	
   

  
	
   

  	
   

  
	
  By: